<pre>
               U.S. Securities and Exchange Commission
                          Washington, D.C. 20549

                           SECOND AMENDMENT TO
                              FORM 10-QSB

[X] QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

          For The Fiscal Quarter Ended March 31, 2005
                                  Or

[   ] TRANSITION REPORT UNDER SECTION 13 0R 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934

         For the transition period from __________ to ___________


                      Commission file number:  0-28811

                           VOTE POWER CORPORATION
                          -----------------------------
             (Exact Name of registrant as specified in its charter)


          Florida                   0-25853                59-1413673
----------------------------   ------------------------  -----------------
(State or other jurisdiction   (Commission File Number)  (I.R.S. Employer
      of incorporation)                                  Identification No.)

                          9018 Balboa Blvd. Ste. 534
                          Northridge, California 91325
                     ---------------------------------------
                    (Address of principal executive offices)


                                 877-217-3633
                          -------------------------
                          Issuer's telephone Number

         Securities registered under Section 12(b) of the Exchange Act:
          Title of each class      Name of each exchange on which registered
                None                                   None
___________________

Check whether  the issuer  (1) filed  all reports  required to  be filed by
Section 13 or 15(d) of the Exchange  Act during the past 12 months (or  for
such shorter period that the registrant was required to file such reports),
and (2) has been subject to such filing requirements for the
past 90 days. YES |X|  NO | |

Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B is not contained in this form, and no disclosure will
be contained, to the best of registrant's knowledge, in definitive proxy or
information statements incorporated by reference in Part III of
this Form 10-KSB or any amendment to this Form 10-KSB. |  |

The Company's revenue for the quarter ended March 31, 2005 was $0.

As of January 14, 2008, the Company had a total of 64,383,000 shares of Class
B Common Stock, par value $.005 per share (the "Common Stock"), outstanding and
had no shares of Class A Common Stock outstanding.

Transitional Small Business Disclosure Format (check one):YES |  | NO |X|

DOCUMENTS INCORPORATED BY REFERENCE: None.

===========================================================================
<page>1

                                Table of Contents
                                -----------------
PART I - FINANCIAL INFORMATION
                                                                         Page
                                                                         ----
Item 1.  Financial Statements.............................................F-1

Item 2.  Management's Discussion and Analysis of Financial Condition and
         Results of Operations.............................................1

Item 3.  Controls and Procedures...........................................6

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.................................................7

Item 2.  Changes in Securities.............................................7

Item 3.  Defaults Upon Senior Securities...................................7

Item 4.  Submission of Matters to a Vote of Security Holders...............7

Item 5.  Other Information.................................................7

Item 6.  Exhibits..........................................................7

Signatures.................................................................8

                                    PART I

ITEM 1.  FINANCIAL STATEMENTS


                        VOTE POWER CORP.
                        BALANCE SHEETS
                         (Unaudited)

                                       March 31, 2005
                                     ------------------
               ASSETS
               ------
CURRENT ASSETS
--------------
   Cash 			      $           -
                                      --------------
   Total assets                       $           -

           LIABILITIES AND STOCKHOLDERS' EQUITY
           ------------------------------------

CURRENT LIABILITIES
-------------------
Notes Payable to related parties     $       21,643
                                     ---------------

TOTAL CURRENT LIABILITIES            $       21,643
                                     ===============

STOCKHOLDERS' EQUITY

Class B Common stock, $.005 par value,
   250,000,000 shares authorized,
   64,383,0000 issued and outstanding        321,915

Additional paid in capital                 1,485,025

Accumulated deficit, including defcit
accumulated during the development
stage of $48,019                          (1,828,583)
                                      --------------
                                             (21,643)
                                      ---------------
   Total liabilities and shareholders'
   equity                             $             -
                                      ===============

The accompanying notes and accountant's report should be read with
these financial statements.

<page>F-1

                              VOTE POWER CORP.
                          STATEMENTS OF OPERATIONS
                           -------------------------

                                                         For the
                                                    Three months ended
                                                      March 31, 2005
                                                   -------------------
                                                       (unaudited)

Sales                                                  $      -
                                                       --------------
Operating expenses:
Professional fees			               $      47,000
General and adminsitrative		               $       1,019
                                                       --------------
Total operating expenses                               $      48,019
                                                       --------------
Net loss                                               $     (48,019)
                                                       ===============

                              VOTE POWER CORP.
                          STATEMENTS OF CASH FLOWS
                           -------------------------

                                                For the
                                          Three months ended
                                            March 31, 2005
                                         --------------------
                                      	      (unaudited)

Net loss                                      $     (48,019)
   Noncash item included
   In net income (loss) -
     Fair value of securities issued
       for compensation				     47,000
                                              --------------
Net cash provided (used)
by operating activities 		      $      (1,019)


Net increase (decrease) in cash                      (1,019)

Cash -  beginning of year			      1,109
                                              --------------
Cash - end of year			      $           -

The accompanying notes and accountant's report should be read with
these financial statements.

<page>F-2

<table>
             VOTE POWER CORP. STATEMENTS OF STOCKHOLDERS' EQUITY
                  (for the quarter ended March 31, 2005)
                                 (Unaudited)

                               			         Class B
                	     Date of         Number       Common   Additional        Additional
			    Transaction     of Shares     Stock    Paid in Capital     Deficit        Total
			    -----------    -----------   --------  ---------------   ------------     ---------
                            <C>            <C>           <C>       <C>               <C>              <C>
Balance December 31, 2004                  37,422,000    $187,110  $     1,122,830   $(1,780,564)     $(470,624)

Net Income (loss)									 (48,019)       (48,019)
Issuance of common stock,
  $.005 par value
      Stock issued in         1/1/05	   25,000,000     125,000                -             -        125,000
      payment of note
      payable ($.005
      per share)

      Stock issued in
      payment of
      professional fees
      ($.005)		      2/2/05	    1,961,000 	     9,805				           9,805

Proceeds from issuuance
of common stock in excess
of par value

       Proceeds from payment
       of note payable      						   325,000		         325,000

       Proceeds from payment
       of professional fees						    37,195		          37,195
					     ----------    ---------   ------------   ------------    ------------
Balance March 31, 2005			     64,383,000    $321,915    $ 1,485,025    $(1,828,583)    $  (21,643)

The accompanying notes and accountant's report should be read with these financial statements.
</table>

<page>F-3

VOTE POWER CORP.
(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS

1.  ORGANIZATION AND BUSINESS

From June 30, 2000 to the end of the first quarter of 2005, Vote Power then
called Ludlum was a dormant company with no operations, no income and no
expenses. It did however maintain its OTC Bulletin Board listing (Pink Sheets).
In September 2003, a consultant to Vote Power Corp. contacted Ludlum and
exploratory talks commenced towards creating a business relationship between
the two entities. Initial discussions became negotiations that progressed in a
positive manner. In order to facilitate the creation of the business
relationship, a special meeting of Ludlum's Board of Directors, chaired by
James K. Schwarz, Chairman and Chief Executive Officer, was convened on
November 22, 2003. A general meeting of Ludlum's shareholders followed the
Board of Directors meeting. By a majority vote in favor, Ludlum's shareholders
authorized a 2 for 1 stock split of its B common stock, an increase in the
number of common B stock authorized from 10,000,000 to 250,000,000 shares and
the appointment of Floyd D. Wilkenson as Ludlum's Sole Director and Trustee.
All prior members of management and the board of directors submitted
resignations which were accepted by Mr. Wilkenson.

On December 1, 2003, Ludlum filed documents with the Secretary of State of
Florida, increasing the authorized capital stock from 10,000,000 shares to
250,000,000 shares. On December 2, 2003, Ludlum was reinstated once again as an
operating company. The 2 for 1 stock split became effective on December 12,
2003. The Depositary Trust Company was notified of the 2 for 1 stock split on
December 16, 2003.  The total issued and outstanding shares became 7,432,800
shares.

On December 23, 2003, a Letter of Intent was signed indicating the desire of
both Ludlum and Vote Power Corp. to consummate an Asset Purchase and New
Management Agreement. The assets that would be purchased are the hardware and
software programs that constitute the electronic voting system described below.
Consideration for this purchase would be the issuance of 30,000,000 shares of
Issuer's B common stock to Vote Power Corp. This common stock would be
restricted investment stock as defined in Rule 144 of the Securities & Exchange
Commission. As additional consideration, Ludlum's Sole Director and Trustee,
Mr. Floyd D. Wilkenson, resigned from his position and be replaced by three
executives of Vote Power Corp.

<page>F-4

VOTE POWER CORP.(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (continued)

2.  BASIS OF PRESENTATION

The accompanying unaudited financial statements and related footnotes have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial statements and pursuant to the
rules and regulations of the Securities and Exchange Commission for Form 10-QSB.
Certain information and footnote disclosures normally included in financial
statements prepared in accordance with the above accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures are adequate to make the information
presented not misleading. Accordingly, they do not include all of the
information and footnotes required by accounting principles generally accepted
in the United States of America for complete financial statements.

In the opinion of management, all adjustments (consisting of normal recurring
accruals) considered necessary for a fair presentation have been included. The
results of operations for the three months ended March 31,2005 are not
necessarily indicative of the operating results that may be expected for the
year ending December 31, 2007.

Going concern

These financial statements have been prepared in accordance with generally
accepted accounting principles applicable to a going concern that contemplates
the realization of assets and the satisfaction of liabilities and commitments in
the normal course of business. At March 31, 2005, the Company has not
recognized revenue to date and has accumulated operating losses of approximately
$1,828,000 since its inception. The Company's ability to continue as a going
concern is contingent upon the successful completion of additional financing
arrangements and its ability to achieve and maintain profitable operations.
Management plans to raise equity capital to finance the operating and capital
requirements of the Company.  Amounts raised will be used to further development
of the Company's products, to provide financing for marketing and promotion, to
secure additional property and equipment, and for other working capital
purposes.  While the Company is expending its best efforts to achieve the above
plans, there is no assurance that any such activity will generate funds that
will be available for operations.

These conditions raise substantial doubt about the Company's ability to continue
as a going concern.  These financial statements do not include any adjustments
that might arise from this uncertainty.

3.  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Development stage activities

There were no financial activity, either from collections or disbursals, for
the years 2000 through 2003. As a result, the filings for 2002, 2003, as well as
the current filings, contain no audited financial statements.

All of the Company's operating results and cash flows reported in the
accompanying financial statements from its inception are considered to be those
related to development stage activities and represent the 'cumulative from
inception' amounts from its development stage activities required to be
reported pursuant to Statements of Financial Accounting Standards (SFAS) No. 7,
Development Stage Enterprises.

<page>F-5

VOTE POWER CORP.(A DEVELOPMENT STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTS (continued)

Use of Estimates

In preparing financial statements in conformity with accounting principles
generally accepted in the United States of America, management is required to
make estimates and assumptions that effect the reported amounts of assets and
liabilities and the disclosure of contingent assets and liabilities at the date
of the financial statements and revenues and expenses during the reporting
period. Actual results could differ from those estimates.

Recent accounting pronouncements

Management does not believe that any recently issued, but not yet effective
accounting pronouncements if currently adopted would have a material effect on
the accompanying financial statements.

<page>F-6

Item 2 - MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our
consolidated financial statements and notes included elsewhere in this report.
This report contains forward-looking statements, including statements
concerning future conditions in the computer voting and anti-virus industry,
and concerning our future business, financial condition, operating strategies,
and operational and legal risks. We use words like "believe," "expect," "may,"
"will," "could," "estimate," "continue," "anticipate," "intend," "future,"
"plan" or variations of those terms and other similar expressions, including
their use in the negative, to identify forward-looking statements. You should
not place undue reliance on these forward-looking statements, which speak only
as to our expectations as of the date of this report. These forward-looking
statements are subject to a number of risks and uncertainties, including those
identified under "Risk Factors" of our most recent registration statement on
Form SB-2. Although we believe that the expectations reflected in these
forward-looking statements are reasonable, actual industry conditions, and
actual conditions and results in our business, could differ materially from
those expressed in these forward-looking statements. In addition, none of the
events anticipated in the forward-looking statements may actually occur. Any of
these different outcomes could cause the price of our common stock to decline
substantially. Except as required by law, we undertake no duty to update any
forward-looking statement after the date of this report, either to conform any
statement to reflect actual results or to reflect the occurrence of
unanticipated events.

Critical Accounting Policies and Estimates

Our discussion and analysis of our financial condition and results of
operations are based upon our consolidated financial statements, which have
been prepared in accordance with accounting principles generally accepted in
the United States. The preparation of these financial statements requires us to
make estimates and judgments that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amount of net sales and expenses for
each period. The following represents a summary of our critical accounting
policies, defined as those policies that we believe are the most important to
the portrayal of our financial condition and results of operations and that
require management's most difficult, subjective or complex judgments, often as
a result of the need to make estimates about the effects of matters that are
inherently uncertain.

Results of Operations

        Results of Operations for the Three Months Ended March 31, 2005

We did not generate any revenues for the three months ended March 31, 2005. We
had expenses for the three months ended March 31, 2005 were $48,019.

Management has been working for the Company without taking any salaries or
compensation of any kind. Further, management is paying for all their own
expenses without seeking reimbursement from the Company now or in the future
for these expenses. Management will continue to finance company operations
until adequate financing has been secured.

Liquidity and Capital Resources

During the three months ended March 31, 2005 we financed our operations solely
through private placements of securities. Because we are in the process of
development of our Vote Power Voting System for commercial production, we have
never generated any revenue from operations. Our financial statements as of and
for the year ended December 31, 2004 have been prepared on a going concern
basis, which contemplates the realization of assets and satisfaction of
liabilities in the normal course of business.

As of March 31, 2005, we had working capital deficit of approximately $22,000
and an accumulated deficit of approximately $1,829,000.

<page>1
                      Business Of Vote Power Corp.
Power Concept

United States represents the strongest democracy in the world. The strength of
its democracy flourishes in a free and fair election process.  The nation
offers an election process in which the founding fathers of the nation sowed
the seeds of democracy.  The United States election process is not only the
strongest pillar for its democracy, but also the showcase for the democracies
of the world to derive inspiration from.

Year 2000 election debacle resulted in a speedy approval of an Election Reform
Bill (HAVA - Help America Vote Act) by the United States Senate.  The HAVA Act
has initially approved and provided for $3.86 billion federal funding for the
50 States to upgrade their election support systems.  The bill also bans the
use of legacy 'Punch Card' voting solutions in future elections.

Power Challenge

Following the approval of the HAVA Act, the United States Department of
Election Services ("US DES") initiated a $120 million project in conjunction
with MIT and CalTech to develop the requirements and standards for the vendors
who wish to participate in creating the electronic voting software.  These
requirements and standards are in addition to the certification requirements
mandated by the National Association of State Election Directors ("NASED").

Although several of the software vendors are certified by NASED at the present
time, none of the newly developed solutions are in full compliance with the
requirements set forth by the MIT and CALTECH reports and standards.

Power Opportunity

There are 3126 counties in 50 United States requiring the HAVA and NASED
approved solution.  Georgia is the only state where a state-wide upgrade had
been implemented in its 159 counties. However, due to the securities
vulnerabilities in the vendor's software solution, even the State of Georgia
will still have to start the process over again.  This means that all of the 50
States will have to implement the new and improved solution over coming months.

Based on the consensus of the Secretaries of States of the 50 states, the
minimum electronic voting market size is about $5 billion.

Apart from the behemoth United States market, the worldwide e-voting market
size is estimated to be about $ 40 billion over the next 10 years.

Vote Power Solution

In order to capitalize on the immense opportunity and to fill the gap of having
no MIT compliant voting software in the market, Vote Power is launching a
portfolio of electronic voting software products this year.  These products,
upon completion, will be in complete compliance of the MIT and CalTech

<page>2

requirements as well as certifiable by the NASED standards.  The security,
scalability, availability, and usability of the products under development from
Vote Power will be superior to any other certified or non-certified solution in
the market today.

Vote Power's has created software to address an election official's need to
meet the documentation guidelines imposed by HAVA (Help America Vote Act) while
empowering the citizen by offering the most secure voting platform. The goal is
to make Vote Power the industry standard for HAVA compliant voting software.
Vote Power will create user friendly, secure, and scalable software, update it
frequently with the latest changes in HAVA regulations, and use the latest
processing technology.  Vote Power will serve the state and county election
officials in a variety of practice settings and will offer ongoing education,
training, and product support.

Vote Power Products

     o  Voter Registration (PowerReg) - A massive relational database that
        holds identification of each voter

     o  ABS (Absentee Ballot Solution) (PowerScan) - Helps a voter to vote
        remotely or as an absentee voter

     o  DRE (Direct Recording Equipment Solution) (PowerVote) - The equipment
        used to cast the ballots at various polling sites.  The equipment will
        also be ADA (American Disabilities Act) compliant.

     o  EMS (Election Management System) (PowerManage) - Software package that
        is created to manage electronic voting

     o  Election Deployment (PowerCenter) - Managing the Election Day by the
        minute; a proactive tool for trouble free Election Day

     o  Election Reporting (PowerReport) - A tool for collecting and reporting
        the results to the public/network (Provisional and final tally)

Completion of all six software packages is not necessary to secure contracts
and begin sales of the product. To stimulate interest, conserve funds and begin
sales of the product, the DRE demo (touch screen voting solution) will be
completed first.  CyberThink, one of the premier providers of IT services and
resources in the United States, will assist in the software development.  The
cost of all six software packages, certification, training, marketing, and
operating expenses are estimated to be $2 million.

<page>3

Electronic Voting Lifecycle

General Overview

In the United States, the election process life cycle is comprised of several
key steps as outlined in brief below.

    o Registering to vote - a voter must be registered with the county/state
      officials before he/she is allowed to vote.

    o Casting ballots as an absentee ballot - off site or remote casting of
      ballots (by mail).

    o Touch screen equipment to select the candidate and cast the ballot - The
      voter actually selects the candidate of his/her choice and casts the
      ballot through this touch screen machine (DRE).

    o Counting and tallying the cast ballots - after the voter has cast his/her
      ballot; this process actually verifies the legitimacy and counts the cast
      ballot as a vote.

    o Relaying and delivering the reports - the process in which the results of
      the elections are broadcast to the network television and other news
      agencies.

<page>4

Special Note About Voter Registration Database Reforms

Up until the passing of the HAVA Act, each county was responsible for
registering its voters on a per-county basis.  The county level voter
registration system left huge holes in the system whereby a voter could
potentially vote multiple times by moving from county to county on the Election
Day.  To overcome this deficiency, the HAVA Act mandates that the voter
registration must be managed at the state level.  While the state-level voter
registration does address the deficiencies left by the county-level
registration, it is a major avenue of opportunity for Vote Power.

Every county of each state in the United States has to merge its database with
the eventual state database, which will be centralized and managed from one
single location.  If this step is not performed correctly, the subsequent
voting lifecycle steps cannot be performed, or will be performed on a flawed
and inaccurate original data - 'garbage in, garbage out' scenario!

Vote Power has industry leading experts who help the state and county officials
on other critical database design and management, thus we are slated to capture
on their trusted advisory positions to bring business to Vote Power on the
voter registration databases.

Item 3.  Controls and Procedures

Our President and Chief Financial Officer (our principal executive officer and
principal financial officer, respectively) have concluded, based on their
evaluation as of March 2005, that the design and operation of our "disclosure
controls and procedures" (as defined in Rule 13a-15(e) under the Securities
Exchange Act of 1934, as amended, or the Exchange Act) are effective to ensure
that information required to be disclosed by us in the reports filed or
submitted by us under the Exchange Act is accumulated, recorded, processed,
summarized and reported to our management, including our President and Chief
Financial Officer, as appropriate to allow timely decisions regarding whether or
not disclosure is required.

During the quarter ended March 2005, there were no changes in our "internal
controls over financial reporting" (as defined in Rule 13a- 15(f) under the
Exchange Act) that have materially affected, or are reasonably likely to
materially affect, our internal controls over financial reporting.

<page>5

                        PART II - OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

  None.

ITEM 2.  CHANGES IN SECURITIES

During the first quarter of 2005, we issued 10,000,000 to satisfy certain
$400,000 in debts previously incurred. We also issued 1,961,000 to various
consultants for services rendered in the amount of $45,000.

During the first fiscal quarter of 2004, new shares of common stock were issued
as an exchange of 30,000,000 restricted shares according the SEC 144 Rule for
the intellectual property of Vote Power in the form of software and certain
developed hardware.  6,000,000 shares were issued for the purpose of private
placement for additional capital for the company. We currently have 55,383,000
shares of B common stock outstanding.

The issuances of our securities described above were made in reliance upon
the exemption from registration available under Section 4(2) of the Securities
Act of 1933, as amended, as transactions not involving a public offering. This
exemption was claimed on the basis that these transactions did not involve any
public offering and the purchasers in each offering were sophisticated and had
sufficient access to the kind of information registration would provide,
including our most recent Annual Report on Form 10-KSB and our most recent
Quarterly Report on Form 10-QSB.

  Dividend Policy

We have never paid cash dividends on our common stock and do not currently
intend to pay cash dividends on our common stock in the foreseeable future. We
are restricted from paying dividends on our common stock under state law; We
currently anticipate that we will retain any earnings for use in the continued
development of our
business.

ITEM 3. Defaults in Securities

    None.

Item 4 - Submission of Matters to a Vote of Security Holders

During the quarter ended March 31, 2005, no matters were submitted to a vote of
the holders of our securities.

ITEM 5. Other Information

  None.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a)      Exhibits.

Exhibit No. Description
----------- -------------------------------------------------------------------
31.1        Certification Required by Rule 13a-14(a) of the Securities Exchange
            Act of 1934, as amended, as Adopted Pursuant to Section 302 of the
            Sarbanes- Oxley Act of 2002 - President and Chief Financial Officer

32.1        Certifications of Chief Executive Officer and Chief Financial
            Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
            to Section 906 of the Sarbanes-Oxley Act of 2002

         (b)      Reports on Form 8-K.

                  None.

<page>6

                           SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, Ludlum
has duly caused this report to be signed on its behalf by the undersigned
thereunto duly authorized.

                                  VOTE POWER CORPORATION


Dated: January 14, 2008           By: /s/ Inti Shaikh
                                  -------------------------------
                                  Inti Shaikh
                                  CEO


<page>7



                           Exhibits Filed with this Report

Exhibit No. Description
----------- -------------------------------------------------------------------
31.1        Certification Required by Rule 13a-14(a) of the Securities Exchange
            Act of 1934, as amended, as Adopted Pursuant to Section 302 of the
            Sarbanes- Oxley Act of 2002 - President and Chief Financial Officer

32.1        Certifications of Chief Executive Officer and Chief Financial
            Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant
            to Section 906 of the Sarbanes-Oxley Act of 2002

<page>8